A Second Beginning
by Ruby Sunrise
Summary: Will has a revealing heart-to-heart with Grace...what will it do to their relationship?
1. Confusion Sets In

Chapter 1: Confusion Sets In

AN: I don't own any characters from "Will & Grace," I just write about them.

It was Saturday night, and Will and Grace were sitting home watching reruns of old TV shows once again. "We really need to get dates." Will remarked.

"Hey, speak for yourself." Said Grace. "I went out with that guy Marco last week."

"Oh yeah, he was a real winner...thinning hair, a GAP sweatshirt on, and sunglasses made for wearing _inside_."

"Hey, just because YOU don't have dates anymore doesn't mean you get to pick on mine. I'll have you know that Marco comes from a nice family full of doctors and lawyers, and is an excellent conversationalist."

"Really, Gracie? Cuz when he came to pick you up, he mentioned to me that his mom and dad both went to the 'School of Lawyers' college in Wisconsin, and his sister, the so-called "doctor," attended a school known as 'Doctors R' Us' in the greater Iowa area."

Grace harrumphed and sunk down in her chair, mumbling, "Bitter McBitter-Man strikes again..."

"What's that supposed to mean?" Will asked, upon hearing the insult.

She turned to him and looked him square in the eye. "You know exactly what I'm talking about. You pick apart every date I have because you're stuck alone every night! You won't let me have any fun because if you do, you have to acknowledge that I'm happy while you're not."

"That is so not true!" He retorted. "I have fun! What about at work when my secretary made that hilarious joke that I told you about? The one with the chickens and the neckties? I was laughing about that all day last week!"

"Honey, do you hear yourself when you talk? You just told me that the highlight of your last week was a joke about chickens and neckties told to you by your secretary." She looked deep into his eyes. "Spill it. What the hell is wrong? Why haven't you been dating?"

"There is no _reason_, Grace. I just need to find myself again."

"Like hell you do." She said. "There's a reason and you're going to tell me whether you like it or not."

Will suddenly became very interested in the television show they were watching. "My life is fine." He said quietly. "I don't need to tell you everything."

Grace promptly hit him with a pillow. "Stop acting like a baby."

"_Me_? The baby? Who just hit who with a pillow?"

"Will, you're a pain in the ass. I know something happened, and you're going to tell me eventually, so why don't you just do it now?"

Will shut off the TV. "Forget it Grace. I'm going to bed." Will walked into the kitchen, poured himself a glass of water, and retreated into his room.

Grace sat by herself on the big armchair that they always shared. She was so annoyed with Will. He hadn't been talking to her very much at all lately. He was always moody, and she knew it was because he was lonely. Didn't he have her? There was no need to take out his frustrations on Grace each night, especially since she was the only one who put up with his crap all the time. Grace loved Will, and beyond the annoyance, she was upset to see him unhappy for such a long time.

Grace decided to go in to Will and see if she could get him to be honest with her for the first time in weeks. She slid up off the armchair and walked into his room. The lights were off, but she could see his shape underneath the covers. He didn't acknowledge her at all when she walked in the room, so she slid under the covers with him.

"Grace," Will said in a tired voice. "What in God's name are you doing in here?" He didn't turn towards her.

"Will, you're my best friend, and I'm worried about you."

"I know you are." He said softly. "But you don't have to be. I'm a big boy. I can take care of myself."

"No you can't." She touched his arm gently and tugged him around to look at her. "You need me." Her bright eyes shined in the little bit of light that was coming in through his curtains. She brought his hand up to her face and rubbed it against her cheek. "I've missed you."

"I've missed you too, Gracie." Will said softly. He gazed at his hand brushing her cheek and noticed how warm she was. He hadn't had anyone near him at night for far too long. "Grace," He started.

"I'll listen if you tell me." She replied.

Will smiled. "Grace. It's really embarrassing. Like on a scale of one to ten, it's about a fifteen."

Grace nodded approvingly. "What the hell am I here for if it isn't the embarrassing stuff?"

"I -" Will stopped. "Gracie. I, uh, I -" He mumbled something almost imperceptibly.

"What was that?" Grace leaned her head closer to his on the pillow that they shared.

"I couldn't perform. Sexually."

"WHAT?!" Grace said. "Since when? Wait a minute, that's why you stopped dating?"

"Thanks, Grace. Big help."

"No, I wasn't trying to make fun of you. I mean, well, maybe you better explain yourself."

Will grimaced. "Ok, remember Kyle?" Kyle was the last man that he'd dated more than three weeks back. "Him and I were fooling around, and suddenly it was go-time, and I just couldn't do it."

"Was he not attractive enough? I mean, what happened?" Grace fumbled to understand.

"No, no, he was attractive. Very, _very _attractive. Tom Cruise kind of attractive. It was just that I folded under the pressure, and he told a bunch of people, and I basically never want to go out in public again. All the guys at the gay bars know, "Hey, that's the guy who couldn't get it up! Don't go near him." How am I supposed to show my face?" Will buried his head in Grace's shoulder.

"Oh, honey," Grace said softly, as her hand reached up to rub his neck. "I bet it's not as bad as you think. I bet no one even knows but you and him."

"No, I KNOW that others know. The day after it happened, Kyle dumped me, and I tried to pick up another date a few days later at a gay dance club, and he mentioned that he'd talked to Kyle and that he was 'not interested.' That's gay speak for 'Don't come near me, you could rub off your potential straightness on me.'" Will finished with a sigh.

"Whoa, whoa, whoa." Grace started. "What do you mean 'potential straightness.'"

"Grace, usually when a gay man can't get it up with a date, it means he's turned back the other way."

"That's not true! You're still as gay as the day is long! Haven't you checked out guys since then?"

"Between work and home? Who would I look at? Jack?" Will shuddered.

"Okay, I see your point."

"But I did try watching gay porn the other day, and I got nothing. No reaction at all."

Grace couldn't believe what she was hearing. "Oh my God, Will. This is insane..."

"Tell me about it." Will looked up at Grace, then rolled over back onto his side, away from her. "So could you just cut me some slack and let me alone?" He didn't really want her to stop being affectionate with him, it was just that if she didn't, he might start acting on feelings he'd developed over the past couple of weeks. Her body so close to him at that moment was not what he needed to help him make up his mind. He knew he was gay in his heart...or did he?

Grace stared at his back openmouthed, wondering how she should respond to all that she'd just heard. Will was straight? That couldn't be. He hadn't had any heterosexual feelings for years...the last time was when the two of them had dated, and that was back in the '80s! It was impossible - he had to be kidding.

_But what if it's true? _Grace thought to herself. How long had she wanted him now? Three, four years? Sure, she'd had other boyfriends, but that was only because she wasn't about to wait around for someone that would never, ever look at her romantically. But now the possibility was there. If he was straight, was it okay for her to have feelings for him? Grace flipped over onto her back, staring at the ceiling, wondering what the heck the two of them were supposed to do now.

Grace never did leave the bed, but the two of them eventually fell into very tense sleep, and didn't wake up until the morning rays shone through the windows.


	2. Unfortunate Occurrences?

**Chapter 2: Unfortunate Occurrences?**

**AN: I don't own any characters from "Will & Grace," I just write about them.**

"Oh God," Will woke up with a huge crick in his back, since he'd slept curled up in the same position all night. Upon stretching, he noticed that Grace was still with him in the bed, her hair splayed out over one of his pillows. Her chest rose and fell with each breath that she took, and the golden sunlight rested delicately on her features. _Snap out of it, Will, _he thought. _She's the same Grace she always has been._ But a part of him couldn't take his eyes off of her. Her hand lay wrapped around her stomach, as if protecting herself from some imaginary predator in the night. He wanted to be the one to touch her, to hold her away from harm in the dark. Poor Will shook his head. _When did I get so screwed up? _He moved himself off the bed and headed towards the shower.

As the water cascaded over his body, he felt himself slipping back into a dream that he'd had last night. It was one of him and Tom Cruise making out. All of a sudden Will had told Tom, "I can't do this." And Tom had instantly turned into Grace. She asked him, "But can you do this with me?" Just as he'd started to kiss her in the dream, he woke up with a start to the bright Sunday morning.

Suddenly Will's eyes shot open, breaking him out of his reverie. Sunday! He'd forgotten that it was Sunday and that he would have to actually talk with Grace about last night. At least if it had been a workday, he could have escaped her questions with a legitimate reason. "Great, now I'm going to have to make up an excuse to get out of here," He mumbled. Quickly he finished his shower, pushing all thoughts of his best friend out of his mind, preferring to think of nothing instead.

"DAMMIT!" Will said, as he stepped out onto the bathroom floor. He hadn't brought any extra clothes with him from his room. _Please, **PLEASE**, let Grace still be asleep, _he thought silently. Will stepped back into his bedroom with nothing but a small towel on (Grace had used the last big one, and they hadn't done laundry yet). He tiptoed over to his dresser when he found Grace still asleep, but the creaking of the dresser drawers woke her up.

"Will," She mumbled sleepily, without opening her eyes.

"Grace! Don't open your eyes!" Will said frantically.

"What? Why not?" She said, waking up more quickly, thinking there was something wrong. "What happened?"

"I'm naked."

"Not funny, Will."

"No, really. That's it." He said sheepishly.

"Will, you've got to be kidding. I've seen you naked more than a hundred times. I'm getting up."

"NO!" Will rushed over to her, losing his towel in the process and falling directly onto her. Grace opened her eyes out of surprise, thus defeating the entire purpose of his rushing over in the first place, and was shocked to learn that he really was very naked and totally on top of her.

Grace's eyes popped at the sight of his anatomy which, by chance, happened to be right between her legs. She felt a hot fire rising up from her thighs to her cheeks, instantly turning her face as red as her hair.

Will scrambled off her as quickly as possible and put on a pair of boxer shorts. He was so upset and embarrassed that he was almost ready to cry. Even though he'd gotten his boxers on as soon as possible, she'd caught a glimpse of him being very erect in her presence.

Grace started to talk. "Will - "

"Just go!" Will said, his eyes welling up. "Just go."

Grace's eyes were lowered to the ground as she left the room, getting teary-eyed herself. She was wrong to think that things would ever work out for the two of them. And now she'd hurt him too, unexpectedly. She left Will's room and went to her own, immediately grabbing her shower stuff and some clothes and heading to the bathroom. She locked the door, turned on the water, and tried desperately to shut out pictures of Will between her legs, aroused, from her mind.

Will sat in his bedroom trying to forget, too. He closed the blinds that were letting in the bright morning light and crawled to the middle of his bed, wrapping the sheets around his body, crying softly. He couldn't believe it. He'd managed to keep his feelings for Grace under wraps for the last few weeks, and now he'd blown it. _That's it_, he thought. _I gotta leave. I have to get out of here NOW. I have to figure out what's going on with me before I make potentially the biggest mistake of my life with my best friend._ _I can't take her down with me. _Will waited for the shower to start up before making his next move. When he heard the familiar sound of water falling in the bathroom, he clutched the edge of a sheet in his fists, covering his face with it, and sobbed until he fell asleep again, this time having dreams of losing Grace in a natural disaster, of reaching for her and not being able to get to her, and of him being alone in a place where no one knew who he was.


End file.
